INGREDIENTS

1 (16-ounce) package elbow macaroni, cooked 2 minutes less than al dente, drained and rinsed with cold water

7 tablespoons butter, divided

3/4 pound medium shrimp peeled, deveined and chopped into 1/2-inch pieces

1/2 cup Italian seasoned panko bread crumbs

1 cup diced yellow onion

1 heaping teaspoon freshly minced garlic

1/3 cup all-purpose flour

3 cups whole milk

1/8 teaspoon ground nutmeg

1/2 teaspoon Old Bay Seasoning

1–1/2 teaspoon kosher salt (more or less, to taste)

3/4 teaspoon freshly ground black pepper (more or less, to taste)

1–1/3 cup shredded Parmesan cheese

1–1/3 cup shredded Swiss cheese

1–1/3 cup shredded sharp cheddar cheese

1/2 pound cooked lump crab meat

Optional fresh chopped parsley, for garnish

INSTRUCTIONS

Preheat your oven to 400 degrees .

Melt 1 tablespoon of the butter in a large skillet over medium high heat.  Add shrimp and cook, stirring constantly, just until pink (about 3 minutes).  Remove from heat and set aside.

In a large saucepan, melt the remaining 6 tablespoons of butter.  Transfer 2 tablespoons of the melted butter to a medium bowl and toss with the panko bread crumbs.

Add diced onions and garlic to melted butter in saucepan and cook until softened, about 3-4 minutes, stirring constantly.

Add flour and cook for an additional minute, stirring constantly.

Add milk and whisk until smooth and there are no lumps.

Bring to a gentle boil, reduce heat to maintain a simmer and cook until thickened, whisking constantly.

Season with salt, pepper, nutmeg and Old Bay Seasoning.

Remove saucepan from burner.  Add cheeses and stir until smooth.  Fold in macaroni, shrimp and  crab meat.

Transfer to an 11 x 7 casserole dish that has been sprayed with cooking spray.

Top evenly with buttery panko bread crumb mixture.

Bake for 15-20 minutes, or until bread crumb topping is golden brown and sauce is bubbling around edges.

Sprinkle with fresh chopped parsley, for garnish if desired.

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